SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
DATE OF REPORT: April 30,1998
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Community West Bancshares
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(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
000-23575 77-0446957
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(Commission or File Number) (IRS Employer ID Number)
5827 Hollister Avenue, Goleta, California 93117
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(Address of principal executive offices) (Zip Code)
(805) 683-4944
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(Registrant's telephone number including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
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Effective April 23, 1998, Community West Bancshares (the "Registrant")
entered into that certain Agreement and Plan of Reorganization (the "Agreement")
pursuant to which Palomar Savings & Loan Association, Escondido, California
("Palomar") will become a wholly-owned subsidiary of Registrant. Under the
terms of the Agreement, each share of Palomar common stock, $4.00 par value,
issued and outstanding immediately prior to the completion of the transaction
(except for shares dissenting in accordance with Section 1300(b) of the
California General Corporations Code of 1968, as amended) shall be converted
into the right to receive that number of newly issued shares of common stock, no
par value, of the Registrant equal to 2.2 times the book value per share of
Palomar determined as of the last day of the calendar month immediately
preceding the completion of the transaction determined in accordance with
generally accepted accounting principals, divided by the average of the "bid"
and "ask" of Registrant's common stock as quoted on the NASDAQ National Market
System for the thirty (30) trading days immediately preceding the completion of
the transaction.
The Agreement is subject to the approval of the shareholders of Registrant
and Palomar as well as various regulatory agencies including, without
limitation, the Board of Governors of the Federal Reserve System, the Federal
Deposit Insurance Corporation and the California Commissioner of Financial
Institutions. The boards of directors of both institutions have approved the
Agreement. It is anticipated that the transaction will be completed during the
fourth quarter of 1998. As a result of the transaction, Palomar will continue
to operate as a California State Chartered Savings & Loan Association under the
name of Palomar Savings & Loan Association as a wholly-owned subsidiary of
Registrant.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements - Not applicable
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(b) Pro Forma Financial Information - Not applicable
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(c) Exhibits
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1. Underwriting agreement - Not applicable
2. Plan of acquisition, reorganization, arrangement,
liquidation or succession - Agreement and Plan of Reorganization by and between
Registrant and Palomar dated April 23,1998 - page 5.
4. Instruments defining the rights of security holders
including indentures - Not applicable
16. Letter regarding change in certifying accountant - Not
applicable
17. Letter regarding director resignation - Not applicable
20. Other documents or statement to security holders - Not
applicable
23. Consents of experts and counsel - Not applicable
24. Power of attorney - Not applicable
26. Invitations for competitive bids - Not applicable
99. Additional exhibits - Not applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMMUNITY WEST BANCSHARES
Dated: April 30, 1998 /s/ C. Randy Shaffer
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C. Randy Shaffer
Executive Vice President